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• WHEREAS, the Board has duly considered such transactions and wishes at this time to <br />approve said transactions in the public interests of the Authority; <br />NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: <br />Section 1. Issuance of Bonds• Approval of Indenture. The Board hereby authorizes the <br />issuance of the Bonds under and pursuant to the Bond Law and the Indenture in the aggregate <br />principal amount of not to exceed $31,000,000 for the purpose of providing funds to enable the <br />Members to undertake the Project. The Board hereby approves the Indenture in substantially the <br />form on file with the Secretary together with any changes therein or additions thereto approved <br />by the Chairman, the Vice Chairman, the Executive Director or the Treasurer,.whose execution <br />thereof shall be conclusive evidence of such approval. The Chairman, the Vice Chairman, the <br />Executive Director or the Treasurer is hereby authorized and directed to execute, and the <br />Secretary is hereby authorized and directed to attest, the Indenture for and in the name of the <br />Authority. The Board hereby authorizes the delivery and performance of the Indenture. <br />Section 2. Approval of Related Financing Documents. The Board hereby approves each <br />of the following agreements required to implement the financing plan to be accomplished by the <br />Bonds, in substantially the respective forms on file with the Secretary together with any changes <br />therein or additions thereto approved by the Chairman, the Vice Chairman, the Executive <br />Director or the Treasurer, whose execution thereof shall be conclusive evidence of such <br />approval. <br />(a) separate Site and Facility Leases, by and between each of the Members, as lessor, <br />and the Authority, as lessee, relating to the lease of the Leased Premises of such Members to the <br />• Authority; and <br />(b) separate Lease Agreements, by and between the Authority, as lessor, and each of the <br />Members, as lessee, relating to the lease of the Leased Premises of such Members by the <br />Authority back to such Members. <br />The Chairman, the Vice Chairman, the Executive Director or the Treasurer is hereby <br />authorized and directed for and in the name and on behalf of the Authority to execute, and the <br />Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the <br />final form of each of the foregoing agreements. The Board hereby authorizes the delivery and <br />performance of the foregoing agreements. <br />Section 3. Sale of Bonds. The Board hereby approves the negotiated sale of the Bonds to <br />Stone & Youngberg LLC (the "Underwriter") pursuant to the terms and conditions set forth in <br />bond purchase agreement (the "Bond Purchase Contract"), by and between the Underwriter <br />and the Authority, substantially in the form on file with the Secretary, together with any <br />additions thereto or changes therein as may be deemed necessary or advisable by the Chairman, <br />the Vice Chairman, the Executive Director or the Treasurer, so long as the principal amount of <br />Bonds sold does not exceed $31,000,000, so long as the true interest rate does not exceed 7% <br />and so long as the Underwriter's discount (exclusive of original issue discount which does not <br />constitute compensation to the Underwriter) does not exceed 1%. The Bonds may be issued in a <br />single series, or in multiple series which are issued by the Authority from time to time, as maybe <br />determined by the Chairman, the Vice Chairman, the Executive Director or the Treasurer taking <br />into account the financing needs of the Members. <br />Section 4. Official Statement. The Board hereby approves, and hereby deems nearly final <br />. within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary <br />official statement describing the Bonds (the "Preliminary Official Statement") in substantially <br />the form on file with the Secretary. The Chairman, the Vice Chairman, the Executive Director or <br />-2- <br />